This is the second single from American record producer Timbaland's third studio album, Shock Value II. The song was co-written by and features the Canadian rapper Drake.

Timbaland told MTV News told that he didn't mind Drake both singing the hook and laying a verse on this track. He explained: "I feel that's the hottest record Drake got. That's the hottest hook I heard him on since the 'Best I Ever Had.' That's his lane. That's how I feel. He's the only one that could get away with that slow-feel music that makes you feel like it was fast. It seems like Drake, all day. Ah, man. When Drake wrote to it, he had to call me and say, 'I wanna make sure you like this hook. Because the way I'm rapping to it, I feel like it was my record. I had to realize this was not my record; this is a feature you want me to be on.' I had to catch a grip and say, 'Get it right. This is your record.'"

Drake told MTV News about the collaboration: "He (Timbaland) was like, 'Listen, I know it's gonna sound like your song, but that's what I want it to sound like. I want it to be a Drake record. Then I'll just do my thing on it.' That's what his albums are about. His albums are about showcasing artists. In doing that, he showcases his own talent in production. But it's really about the artists. He wants to create a Drake moment. A Rihanna moment, a Kings of Leon moment, a Nelly Furtado moment. So he sent me the beat. I loved the beat. It had that spark to it. That emotion. It moved. I came up with that concept, of how awkward it is seeing a girl that I used to talk to. It's almost like they see me, and they don't know what to say anymore. They may have treated me a way in the past, and it's like, 'Damn. I shouldn't have done that.' It's so many things running through my head. 'How do I approach this person now?' It's an interesting concept. I'm glad that record is picking up. It was slow at first, but it's a feel-good record."

Drake and Timbaland previous worked together on Jay-Z's Blueprint 3 track, "Off That."